9 DE MARÇO DE 1991

898-(139)

ANNEX A

Initial subscriptions to the authorized capital stock for prospective members which may become members In accordance with article 61.

(*) Prospective members are listed under the above categories only Tor the purpose of this Agreement. Recipient countries are referred to elsewhere in this Agreement as Central and Eastern European countries.

ANNEX B

SECTION A

Election of directors by governors representing Belgium, Denmark, France, the Federal Republic of Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, the United Kingdom, the European Economic Community and the European Investment Bank (hereinafter referred to as «section A governors*)).

1 — The provisions set out below in this section shall apply exclusively to this section.

2 — Candidates for the office of director shall be nominated by section A governors, provided that a governor may nominate only one person. The election of directors shall be by ballot of section A governors.

3 — Each governor eligible to vote shall cast for one person all of the votes to which the member appointing him or her is entitled under paragraphs 1 and 2 of arcicle 29 of this Agreement.

4 — Subject to paragraph 10 of this section, the 11 persons receiving the highest number of votes shall be directors, except that no person who receives less than 4.5 per cent of the total of the votes which can be cast (eligible votes) in section A shall be considered elected.

5 — Subject to paragraph 10 of this section, if 11 persons are not elected on the first ballot, a second ballot shall be held in which, unless there were no more than 11 candidates, the person who received the lowest number of votes in the first ballot shall be ineligible for election and in which there shall vote only:

a) Those governors who voted in the first ballot for a person not elected; and

b) Those governors whose votes for a person elected are deemed under paragraphs 6 and 7 below of this section to have raised the votes cast for that person above 5.5 per cent of the elegible votes.

6 — In determining whether the votes cast by a governor are deemed to have raised the total votes cast for any person above 5.5 per cent the eligible votes, the 5.5 per cent shall be deemed to include, first, the votes of the governor casting the largest number of votes for such person, then the votes of the governor casting the next largest number and so on, until 5.5 per cent is reached.

7 — Any governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 4.5 per cent shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 5.5 per cent and shall not be eligible to vote in a further ballot.

8 — Subject to paragraph 10 of this section, if, after the second ballot, 11 persons have not been elected, further ballots shall be held in conformity with the principles and procedures laid down in this section, until 11 persons have been elected, provided that, if at any stage 10 persons are elected, notwithstanding the provisions of paragraph 4 of this section, the 11th may be elected by a simple majority of the remaining votes cast.

9 — In the case of an increase or decrease in the number of directors to be elected by section A governors, the minimum and maximum percentages specified in paragraphs 4, 5, 6 and 7 of this section shall be appropriately adjusted by the board of governors.

10 — So long as any signatory, or group of signatories, whose share of the total amount of capital subscriptions provided in annex A is more than 2.4 per cent, has not deposited its instrument or their instruments of ratification, approval or acceptance, there shall be no election for one director in respect of each such signatory or group of signatories. The governor or governors representing such a signatory or group of signatories shall elect a director in respect of each sig-nator or group of signatories, immediately after the signatory becomes a member or the group of signatories